Franklin Electric issues unregistered notes to refinance debt and fund working capital

Franklin Electric disclosed that it issued unsecured notes and intends to use the proceeds to refinance existing indebtedness and to finance working capital.

Rhea-AI Filing Summary

Franklin Electric disclosed that it issued unsecured notes and intends to use the proceeds to refinance existing indebtedness and to finance working capital. The notes were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption. The filing summarizes the material terms of the notes and incorporates the full note agreements filed as Exhibits 10.1 and 10.2 by reference.

Positive

• Proceeds earmarked to refinance existing indebtedness, which could improve or optimize the companys capital structure depending on terms
• Proceeds also allocated for working capital, indicating intent to support ongoing operations

Negative

• Notes are unregistered in the U.S., restricting resale without registration or an applicable exemption
• Key economic terms are not disclosed in the provided text, preventing assessment of cost of capital or covenant burden

Insights

Corporate Finance Analyst

TL;DR Issuance of unregistered notes to refinance debt and fund working capital represents a financing action with potential balance sheet impact.

Franklin Electric's issuance creates a new direct financial obligation. The company states proceeds will refinance existing indebtedness and fund working capital, and the full terms are provided in the referenced exhibits. Because the notes are unregistered, their transfer is limited without registration or an exemption. This is a routine financing disclosure rather than an operational update; the materiality to investors depends on the size, interest rate, maturities, and covenants in the exhibits, which are not included in the text provided.

Debt Markets Specialist

TL;DR New note issuance alters capital structure; investor impact hinges on terms found in the referenced exhibits.

The filing confirms creation of a direct financial obligation via issuance of notes and explicitly limits resale in the U.S. without registration or exemption. Refinancing existing indebtedness may change interest expense or maturity profile depending on the notes' terms. Without the exhibits' specifics—such as principal amount, coupon, maturity, covenants, or ranking—quantifying impact on leverage or liquidity is not possible from this excerpt alone.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Franklin Electric (FELE) disclose about new notes?

The company disclosed it issued notes and intends to use proceeds to refinance existing indebtedness and to finance working capital.

Are the newly issued notes registered for sale in the United States?

No. The filing states the notes have not been registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption.

Where can I find the full terms of the notes described by Franklin Electric?

The filing incorporates the full note agreements by reference as Exhibits 10.1 and 10.2.

Does this filing create a direct financial obligation for Franklin Electric?

Yes. The company indicates the issuance creates a direct financial obligation and references the Item that discloses this creation.

Does the provided content disclose the notes' principal amount, interest rate, or maturity?

No. The excerpt does not include principal amount, coupon, maturity, or covenant details.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/02/2025 - 08:40 AM Learn about SEC filing dates

0000038725false00000387252025-09-262025-09-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025

FRANKLIN ELECTRIC CO., INC.

(Exact name of registrant as specified in its charter)

Indiana

0-362

35-0827455

(State of incorporation)

(Commission File Number)

(IRS employer identification no.)

9255 Coverdale Road
Fort Wayne,			Indiana			46809
(Address of principal executive offices)						(Zip code)

(260) 824-2900

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.10 par value

FELE

NASDAQ Global Select Market

(Title of each class)

(Trading symbol)

(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in a Form 8-K filed by Franklin Electric Co., Inc. on May 15, 2024, (the “May 8-K”), Franklin Electric Co., Inc. ("the Company”), and Franklin Electric B.V., a Netherlands private company with limited liability (“Franklin B.V”, and together with the Company, collectively, the “Borrowers”), entered into two Private Shelf Agreements (the “Private Shelf Agreements”) with the purchasers named therein (the “Purchasers”). On September 26, 2025, pursuant to the Private Shelf Agreements, the Company agreed to issue and the Purchasers agreed to purchase $125 million aggregate principal amount of the Company’s 5.01% Senior Notes due September 26, 2032, consisting of $75 million aggregate principal amount and $50 million aggregate principal amount (collectively, the “Notes”).

In accordance with the Notes, the Company issued the Notes on September 26, 2025 and anticipates using the proceeds received from the issuance of the Notes refinancing existing indebtedness and financing working capital.

This Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any Notes. The Notes will not be and have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirement.

The description above is only a summary of the material provisions of the Notes and is qualified in its entirety by reference to the copy of the Notes which are filed as Exhibit Numbers 10.1 and 10.2 to this current report on Form 8-K and is incorporated herein by reference thereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in response to Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

    (d) Exhibits:

Exhibit Number						Description
10.1						Confirmation of Acceptance in reference to the Amended and Restated Note Purchase and Private Shelf Agreement, dated September 22, 2025, by and among Franklin Electric Co., Inc., Franklin Electric B.V., NYL Investors LLC , and the purchasers named therein (filed herewith)
10.2						Confirmation of Acceptance in reference to the Fourth Amended and Restated Note Purchase and Private Shelf Agreement, dated September 22, 2025, by and among Franklin Electric Co., Inc., Franklin Electric B.V., Prudential Insurance Company, and the purchasers named therein (filed herewith)
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FRANKLIN ELECTRIC CO., INC.

(Registrant)

Date: October 2, 2025						By			/s/ Jennifer A. Wolfenbarger
									Jennifer A. Wolfenbarger
									Vice President, Chief Financial Officer
									(Principal Financial and Accounting Officer)